Steps to Proper Notarization

Handling Business and Corporate Notarization

Notaries generally accumulate their experience with notarizing documents by working with people signing as individuals on their own behalf. Notarizing a company representative’s documents is still performing a notarization of the signature of a person but the notary certificate has blanks in it which refer to the person’s title and information about the entity.

While California does not allow for including the title of the officer or the affiliation with an entity in the notary certificate, the majority of states allow for office title and entity information to be included in the notary certificate when the preceding document is to be executed by an entity’s representative. When a notary has not had the opportunity to consider a notary certificate which appears in legal documents signed by an entity representative the proper bits of information to be transferred to the blanks in the acknowledgment may not be clear.

Recently, in a notary training seminar taught by our organization in local corporate offices the American Association of Notaries encountered notaries who had questions about how to complete business (or corporate) notarizations. Understanding this to be of concern to many of our readers, and understanding that there are notaries who need this type of instruction we have prepared an overview of common entity situations that pertains to notaries who work with companies, partnerships and corporations, or in law offices, or other offices who may find themselves notarizing signatures of company officials. When coupled with next month’s notary article in our emailed newsletter which will cover other types of entities and notary certificates attached to corporate documents our readers will have the opportunity to learn of this slightly different type of notarization process which they may have not heretofore encountered.

While this article includes only acknowledgments in the examples, it should also be noted that jurats can also often be completed in a manner similar to the certificates shown below in this article. Any time one of our readers has questions or concerns about whether or not our instructive articles apply to their own state’s rules of commission we encourage them to exercise personal due diligence and to consult with their state’s commissioning office or the attorney of their choice.

The following six steps, which include examples of notary acknowledgments and presentation of common entity signature blocks, will create a starting point for the notary to begin his or her personal study on how to complete these types of notarizations. The information which follows is not meant to be legal advice. It is for the sole purpose of familiarizing our readers with the type of notary acknowledgment which may appear on documents signed by an entity representative and not for the purpose of discussing the legal aspects of entity structure.

It is always prudent for a notary to consult legal counsel regarding their notary duties if the explanations in an article provided by an educational source do not fit with their state’s requirements.

Step One: Understand the term “entity”.

The word entity may be unfamiliar to our readers. Understanding what an “entity” is should be the first step before proceeding to study this article. In this discussion the word “entity” means a unit created to conduct business. For the sake of signing documents an entity may appoint a representative (or more than one representative) to act on behalf of that unit.

There are many kinds of entities. For instance, there are companies, for-profit corporations, not–for-profit corporations, sole proprietorships, partnerships, receiverships, probate estates and bankruptcy estates, to name several common types of entities.

For the sake of discussion the notary certificates for entities in this article will cover corporations, limited liability companies, and partnerships. This article does not intend to imply that such named types of entities are all inclusive. Different states have different types and some states have more than others. For more reading on types of entities which exist it is recommended that the notary do research by using an internet search engine to review the types of entities formed and recognized in their state. If a notary wanted to research the types of entities in their state one way would be to type in “Oregon entity types” into a search engine such as Google.com or Bing.com.

One quickly found resource for learning about entities in one’s state would be their state’s secretary of state website. (Note: Readers should not get bogged down in trying to understand the legalities of entities or their structure, but should be focused on learning how to assess what information appears in the entity signature blocks and to transfer the correct pieces of that information into the notary certificate.)

Step Two: Research notary resources for sample notary forms.

Research your state’s notary educational resources to discover whether or not there are sample forms available which are commonly utilized for notarizing signatures placed on documents on behalf of an entity.

Step Three: Learn if the notary’s commissioning office has more information.

If you do not find any such type of notary certificate forms in the educational resources of your state’s notary materials, the next step would be to contact your state’s commissioning office to inquire about state mandated wording (if any) for the type of notary certificate which would be normally used on a document signed by an authorized representative of an entity.

Caution: Before moving on to Step Four, the American Association of Notaries strongly recommends that each reader should recognize that all states may not have exactly the same procedure for notarizing documents as it relates to business entities. Notaries are always encouraged to research their own state’s laws in all matters pertaining to their notary commission.

The information in this article is pertinent to the majority of our readers. However, different states may have rules regarding this type of notary duty and those should be reviewed personally by each notary. It has already been noted that California notaries are unable to vary from simply notarizing the signature of an individual. (For more information California notaries should see page 11 of the
Notary Public Handbook which states, “A notary public may complete a certificate of acknowledgment required in another state or jurisdiction of the United States on documents to be filed in that other state or jurisdiction, provided the form does not require the notary public to determine or certify that the signer holds a particular representative capacity or to make other determinations and certifications not allowed by California law. )

However, the above is not the case for many states. Once the information in this article is checked for compliance with the reader’s state notary rules the notary can proceed and review the following entity notary acknowledgments.

The following example notary acknowledgments and sample signature blocks represent common notary certificate structures used with three types of entities: (a) corporations, (b) limited liability companies, and (c) partnerships. As mentioned, only three examples are provided. There are many more, but once these three examples of signature blocks are reviewed and transferred to the notary certificate, the notary can then use that knowledge to do likewise with other types of entities’ signature blocks.

(a) Corporation Notary Certificate – For the sake of example, the notary acknowledgment below is taken from the
Florida Notary Reference Manual . It is a helpful representation of the type of notary certificate commonly used for notarizing the signature of an officer of a corporation. Just above the sample notary certificate is the type of signature block one might see in the case of a corporation’s officer executing a document which requires notarization. The notary block is printed below the signature block in duplicate so that readers can use both examples to test their skills. In Example #1 the block is printed with blanks as the notary will encounter it during the notarization wherein blanks are left to be filled in by the notary. In Example #2 the certificate has been completed to match the signature block.

The following hypothetical signature block is for a notarization taking place in Orange County, Florida on 12-31-09 (Florida Driver’s License used to identify the signer):

BOVINE INDUSTRIES, INC.,
a Florida Corporation

Example #1 (Blank Notary Certificate):

STATE OF____________
COUNTY OF _______

The foregoing instrument was acknowledged before me this ___________ by _________________________, __________________________________________ of __________________________________________ a _______________________ corporation, on behalf of the corporation. He/she is personally known to me or has produced _________________________as identification.

Signature of Person Taking Acknowledgment

Example #2 (Completed Notary Certificate):

STATE OF FLORIDA
COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this 31st day of December, 2009 by Elsie Cowser, President of BOVINE INDUSTRIES, INC., a Florida corporation, on behalf of the corporation. He/she is personally known to me or has produced a Florida Driver’s License as identification.

Signature of Person Taking Acknowledgment

(b) Limited Liability Company Notary Certificate – The form of the following notary certificate was taken from a legal document drafted by an attorney and is a general representation of the type of notary block commonly used for notarizing the signature of the representative of a limited liability company. As in (a) above regarding a Corporate Notary Certificate, the certificate has been presented both with blanks in Example #1 and with the blanks completed in Example #2.

The following hypothetical signature block is for a notarization completed in Harris County, Texas on 12-31-09:

GRINNING FOWL INDUSTRIES, LLC,
a Texas limited liability company

Example #1 (Blank Notary Certificate):

STATE OF__________
COUNTY OF _______

The foregoing instrument was acknowledged before me this ___________ by _________________________, ______________________________ of __________________________________________a _______________________ limited liability company, on behalf of said entity.
Notary Public, State of Texas

Example #2 (Completed Notary Certificate):

STATE OF TEXAS
COUNTY OF HARRIS

The foregoing instrument was acknowledged before me this 31st day of December, 2009 by Donald Duxson, Managing Member of GRINNING FOWL INDUSTRIES, LLC a Texas limited liability company, on behalf of said entity.

Notary Public, State of Texas

c) Partnership Notary Block – This
form of the following notary certificate was taken from the forms provided by the Colorado Secretary of State. This form is a general representation of the type of notary acknowledgment commonly used for notarizing the signature of a partner in a partnership. As in (a) above regarding a Corporation Notary Certificate, and in (b) above regarding a Limited Liability Company Notary Certificate, there is Example #1 wherein the certificate appears with blanks, and Example #2 with completed blanks matching the signature block.

The following hypothetical signature block is for a notarization completed in La Plata County, Colorado on 12-31-09:

DOUBLE DOG KENNELS,
a partnership

Example #1 (Blank Notary Certificate):

State of ______________
County of _____________
The foregoing instrument was acknowledged before me this _________________ by
__________________________, partner (or agent) on behalf of ________________, a partnership.
Notary’s Official Signature

Example #2 (Completed Notary Certificate):

State of COLORADO
County of LA PLATA

The foregoing instrument was acknowledged before me this 31st day of December, 2009 by Thomas Terrier, partner (or agent) on behalf of DOUBLE DOG KENNELS, a partnership.

Notary’s Official Signature

By reviewing each of the above sets of examples our readers will be able to expand their notary skill set and increase their comfort level with notarizing documents for authorized representatives of entities.

Retain this article for future reference. Because these types of notarizations are not the most common and are more complicated it would be a good practice for the notary to review this article on a monthly or bi-monthly basis. A good method of review would be to complete the blank certificates on occasion as a part of one’s own continuing education.

Step Six: To learn more about entity signatures, read the next edition of the emailed newsletter regarding additional types of entity signature blocks and notary certificates which accompany them.

Next month we will provide a similar overview of how to complete notary certificates attached to documents signed by representatives of limited partnerships, and estates as well as an example of the completion of certificates involving an attorney in fact.

As stated before, not all states will have the same type of procedure for such certificates. The American Association of Notaries encourages its readers to review their notary rules or educational materials on a regular basis and to seek legal advice from an attorney licensed in their state if clarification is needed regarding the information stated herein.

We also appreciate your continuing questions and input on our articles. Please feel free to contact us at info@usnotaries.com
if you have comments or questions about this article.

The information provided herein is not intended to be an authoritative statement of law. Notary laws differ from jurisdiction to jurisdiction and may be interpreted or applied differently depending on your state’s statutes or situations. By providing this information, we are not acting as your attorney. We are providing this information based on long-established and recognized notarial standards and practices. If you have legal questions regarding acts or conduct as a notary public, please consult with an attorney or refer to your state’s statutes or other appropriate legal resources.